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INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
2.1 Agreement and Plan of Merger, dated as of October 20, 2005, by and among the Registrant, Mike
Acquisition Company LLC, Matrix Semiconductor, Inc. and Bruce Dunlevie as the stockholder
representative for the stockholders of Matrix Semiconductor, Inc.(26)
2.2 Agreement and Plan of Merger, dated as of July 30, 2006, by and among the Registrant, Project Desert
Ltd. and msystems Ltd.(30)
3.1 Restated Certificate of Incorporation of the Registrant.(2)
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated December 9,
1999.(7)
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated May 11,
2000.(10)
3.4 Certificate of Amendment to the Amended Restated Certificate of Incorporation of the Registrant dated
May 26, 2006.(33)
3.5 Restated Bylaws of the Registrant, as amended April 5, 2006.(27)
3.6 Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the
Delaware Secretary of State on April 24, 1997.(4)
3.7 Amendment to Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed
with the Delaware Secretary of State on September 24, 2003.(19)
4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, and 3.4.(2), (7), (10), (33)
4.2 Rights Agreement, dated as of September 15, 2003, between the Registrant and Computershare Trust
Company, Inc.(18)
4.3 Amendment No. 1 to Rights Agreement by and between the Registrant and Computershare Trust
Company, Inc., dated as of November 6, 2006.(36)
4.4 SanDisk Corporation Form of Indenture (including notes).(28)
4.5 Indenture (including form of Notes) with respect to the Registrant’s 1.00% Convertible Senior Notes due
2013 dated as of May 15, 2006 by and between the Registrant and The Bank of New York.(29)
10.1 Form of Indemnification Agreement entered into between the Registrant and its directors and officers.(2)
10.2 License Agreement between the Registrant and Dr. Eli Harari, dated September 6, 1988.(2)
10.3 Lease Agreement between the Registrant and G.F. Properties, dated March 1, 1996.(3)
10.4 Amendment to Lease Agreement between the Registrant and G.F. Properties, dated April 3, 1997.(5)
10.5 Lease Agreement between the Registrant and G.F. Properties, dated June 10, 1998.(6)
10.6 SanDisk Corporation 1995 Stock Option Plan, as Amended and Restated January 2, 2002.(15), (*)
10.7 SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, as Amended and Restated as of
January 2, 2004.(16), (*)
10.8 Share Purchase Agreement, dated as of July 4, 2000, by and between the Registrant and Tower
Semiconductor Ltd.(8)
10.9 Escrow Agreement, dated as of August 14, 2000, by and between the Registrant, Tower Semiconductor
Ltd. and Union Bank of California, N.A.(8)
10.10 Additional Purchase Obligation Agreement, dated as of July 4, 2000, by and between the Registrant and
Tower Semiconductor Ltd.(8)
10.11 Registration Rights Agreement, dated as of January 18, 2001, by and between the Registrant, The Israel
Corporation, Alliance Semiconductor Ltd., Macronix International Co., Ltd. and Quick Logic
Corporation.(9)
10.12 Consolidated Shareholders Agreement, dated as of January 18, 2001, by and among the Registrant, The
Israel Corporation, Alliance Semiconductor Ltd. and Macronix International Co., Ltd.(9)
10.13 Agreement, dated as of September 28, 2006, by and among the Registrant, Bank Leumi Le Israel B.M., a
banking corporation organized under the laws of the State of Israel, The Israel Corporation Ltd., Alliance
Semiconductor Corporation and Macronix International Co. Ltd.(35)
Annual Report
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